UNITED STATES
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FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On September 13, 2023, the closing date, SRAX, Inc. (the “Company”), ATW Opportunities Master Fund II, L.P. (“ATW Opportunities”), and ATW Master Fund II, L.P. (“ATW Master Fund”) entered into an Omnibus Amendment Agreement (the “Amendment”). A summary of the Amendment is provided below:
1. Parties: The Amendment is entered into among the Company, ATW Opportunities, and ATW Master Fund.
2. Background: The Company previously entered into a Senior Secured Revolving Credit Facility Agreement with ATW Opportunities fund, dated as of August 8, 2022, pursuant to which the Company issued a revolving note to ATW Opportunities (the “Revolving Note”). Additionally, the Company issued a Senior Secured Convertible Debenture to ATW Master Fund on June 30, 2020 (the “Debenture”).
3. Purpose of Amendment: The Parties have agreed to temporarily amend certain provisions of the Credit Agreement, Revolving Note, and Debenture for a period of up to fourteen (14) months from the Effective Date of the Amendment. These amendments include, but are not limited to, provisions related to the payment of amounts owing under the Credit Agreement from the proceeds of the sale of third-party securities held by the company. Per the agreement ATW shall receive one hundred percent of the proceeds from sales from third party securities owned by the Company until such time as outstanding amounts due under the respective agreements have been repaid. The Company shall maintain the rights to all proceeds from sales of the marketable securities once the amounts due to ATW have been satisfied.
4. Effective Date:The Amendment is effective as of September 11, 2023 (the “Effective Date”).
5. Term:The Amendment is effective for a period of up to fourteen (14) months from the Effective Date, subject to certain conditions.
6. Amendments and Waivers:The Amendment includes temporary waivers and amendments that allow for Permitted Subsequent Offerings, subject to specified conditions.
7. Company’s Covenants:The Company has agreed to various covenants and conditions, including providing access to certain accounts and notifying ATW Opportunities and ATW Master Fund of material changes.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. |
Description | |
| 10.1 | Omnibus Amendment Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | September 14, 2023 | SRAX, Inc. | |
| /s/ Christopher Miglino | |||
| By: | Christopher Miglino | ||
| Chief Executive Officer | |||
| 3 |